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REQUEST FOR PROPOSALS

ALAMEDA SUPERIOR COURT

REGARDING:

Confidential Document Destruction RFP

SC 016/061 PROPOSALS DUE: September 1, 2016 NO LATER THAN 3:00 P.M. PACIFIC TIME

RFP Title: Confidential Document Destruction Services

RFP Number: SC 016/061

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1.0 BACKGROUND INFORMATION

1.1 Court is in need of confidential document destruction/shredding to be performed at

all of its locations within Alameda County, which at this time amounts to twelve (12)

Court facilities.

2.0 PERIOD OF PERFORMANCE

2.1 The Court is currently looking for a vendor that is able to contract for these services

for an initial one (1) year period, starting November 2, 2016 and will be renewable at

the option of the Court for up to four (4) additional one (1) year periods. Vendor must

be able to work with the Court’s schedule and security requirements for regular

pickup and shredding services.

3.0 DESCRIPTION OF SERVICES AND DELIVERABLES

The Court seeks the services of a person or entity with expertise in confidential document

destruction services.

A. Vendor shall provide locking containers to customer at specified locations to be used

for the deposit of confidential documents. Number of service locations is subject to

change at any time during the Contract period.

B. If more shredding containers are required during the course of the contract, vendor

will supply these additional containers at no extra cost to the Court and only charge

the quoted rate per container for the shredding as they are added into service.

C. Number of containers per location is subject to change based on the Courts

operational needs.

D. Vendor must provide a certificate of destruction for each shredding job performed.

An invoice indicating amount destroyed may be acceptable.

E. Vendor will collect the customer materials and destroy by shredding equipment so as

to render the contents unreadable.

F. Service will be provided on a mutually agreed upon schedule; most locations require

bi-weekly service with others on an on-call basis, between the hours of 8:00 a.m. and

4:00 p.m. Service periods for each site are noted below.

G. Vendor must be able to provide on call shredding services as needed.

H. All employees of the vendor must be bonded.

I. If requested by Court, vendor will provide proof of fingerprint record checks of all

employees who will come onto contact with Court property for clearance purposes

prior to any work commencing.

J. The Court will request for vendor to pick up bankers boxes to be shredded off site

from time to time on an as needed basis for a fixed destruction fee per box or per

pick-up.



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K. Vendor to provide shredding services for microfilm, diskettes, and computer hard

drives on request at a fixed cost for the life of the contract.

L. Current bin sizes are based on current vendor’s inventory. Alternate bin sizes are

acceptable providing the overall volume of the container is equivalent at each

location on the breakdown below.

Example: 64 gallon bin times 2 equals total volume of 128 gallons.

M. Proposed bin size not to exceed 100 gallons due to space constraints.

BUILDING ADDRESS SERVICE

SCHEDULE

# of

RECEPTACLES

René C. Davidson

Courthouse

1225 Fallon Street,

Oakland, CA 94612 Bi-Weekly 15

County

Administration

Building

1221 Oak Street,


U.S. Post Office

Building

201 13th Street,

Oakland, CA 94612 On Call 1

Wiley W. Manuel

Courthouse

661 Washington Street,


Berkeley Courthouse

2120 Martin Luther

King, Jr. Way,

Berkeley, CA 94704

On Call 4

George E. McDonald

Hall of Justice

2233 Shoreline Drive,

Alameda, CA 94501 Bi-Weekly 3

Juvenile Justice

Center

2500 Fairmont Drive,

Suite 3013, San

Leandro, CA 94578

Bi-Weekly 6

Hayward Hall of

Justice

24405 Amador Street,

Hayward, CA 94544 Bi-Weekly 7

West Winton Facility

224 W Winton Ave,

Room 208, Hayward,

CA 94544

On Call 1

Fremont Hall of

Justice(FHJ)

39439 Paseo Padre

Parkway, Fremont, CA

94538

Bi-Weekly 1

Gale-Schenone Hall

of Justice (GSH)

5672 Stoneridge Drive,

Pleasanton, CA 94588 Bi-Weekly 5

Office of Information

Tech. (OIT)

7751B Edgewater

Drive, Oakland,

California 94621

On Call 1



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4.0 TIMELINE FOR THIS RFP

The Court has developed the following list of key events related to this RFP. All dates are

subject to change at the discretion of the Court.

EVENT DATE

RFP issued August 2, 2016

Deadline for questions August 8, 2016

Questions and answers posted August 12, 2016

Latest date and time proposal may be submitted September 1, 2016 by 3:00PM

Anticipated interview dates (estimate only) September 12, 2016

Evaluation of proposals (estimate only) September 19, 2016

Notice of Intent to Award (estimate only) October 3, 2016

Negotiations and execution of contract (estimate

only) October 11, 2016

Contract start date (estimate only) November 2, 2016

Contract end date (estimate only) November 1, 2021

5.0 RFP ATTACHMENTS

The following attachments are included as part of this RFP:

ATTACHMENT DESCRIPTION

Attachment 1:

Administrative Rules

Governing RFPs

(Non-IT Services)

These rules govern this solicitation.

Attachment 2: Court

Standard Terms and

Conditions

If selected, the person or entity submitting a proposal (the

“Proposer”) must sign a Court Standard Form agreement

containing these terms and conditions (the “Terms and

Conditions”).



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Attachment 3:

Proposer’s

Acceptance of Terms

and Conditions

On this form, the Proposer must indicate acceptance of the Terms

and Conditions or identify exceptions to the Terms and Conditions.

Attachment 4:

General Certifications

Form

The Proposer must complete the General Certifications Form and

submit the completed form with its proposal.

Attachment 5: Darfur

Contracting Act

Certification

The Proposer must complete the Darfur Contracting Act

Certification and submit the completed certification with its

proposal.

Attachment 6: Payee

Data Record Form

This form contains information the Court requires in order to

process payments and must be submitted with the proposal.

Attachment 7: Bidder

Declaration Form

This form is required and should be submitted if vendor is claiming

DVBE incentive.

Attachment 8: DVBE

Declaration

Form

This form is required and should be submitted if vendor is claiming

DVBE incentive.

Attachment 9: Price

list

Vendor should use this form to provide cost information.

6.0 PAYMENT INFORMATION

The Court will process for payment invoices within 30 days of receipt and approval by

Court’s Project Manager.

All invoices must reference contract purchase order.

Invoices must contain details of number of bins processed by location and match

supporting documentation for payment to be issued.

Court will not pay or reimburse vendor, or their employees, for travel, or any other

related, expenses that are required as part of the Scope of Work.

Any shredding requests made outside of the contract scope of work will be considered a

separate purchase order outside of the contract purchase order and will be processed on a

separate purchase order.

Vendor must provide written notice to Court of the specific excess charge and obtain

Court’s consent prior to performing any additional service that would incur an excess

charge.

7.0 SUBMISSIONS OF PROPOSALS

7.1 Proposals should provide straightforward, concise information that satisfies the

requirements of the “Proposal Contents” section below. Expensive bindings,

color displays, and the like are not necessary or desired. Emphasis should be

placed on conformity to the RFP’s instructions and requirements, and

completeness and clarity of content.

7.2 The Proposer must submit its proposal in two parts, the technical proposal and

the cost proposal.



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a. The Proposer must submit one (1) original and five (5) copies of the

technical proposal. The original must be signed by an authorized

representative of the Proposer. The original technical proposal (and

the copies thereof) must be submitted to the Court in a single sealed

envelope, separate from the cost proposal. The Proposer must write the

RFP title and number on the outside of the sealed envelope.

b. The Proposer must submit one (1) original and five (5) copies of the

cost proposal. The original must be signed by an authorized

representative of the Proposer. The original cost proposal (and the

copies thereof) must be submitted to the Court in a single sealed

envelope, separate from the technical proposal. The Proposer must

write the RFP title and number on the outside of the sealed envelope.

c. The Proposer must submit an electronic version of the entire proposal

on USB memory stick/flash drive. The files must be in PDF, Word, or

Excel formats

7.3 Proposals must be delivered by the date and time listed on the coversheet of this

RFP to:

Vicki Leung

Finance & Facilities Division

Procurement Unit

1225 Fallon Street, Room 210

Oakland, CA 94612

7.4 Late proposals will not be accepted.

7.5 Only written proposals will be accepted. Proposals must be sent by registered or

certified mail, courier service (e.g. FedEx), or delivered by hand. Proposals may

not be transmitted by fax or email.

8.0 PROPOSAL CONTENTS

8.1 Technical Proposal. The following information must be included in the technical

proposal. A proposal lacking any of the following information may be deemed non-

responsive.

a. The Proposer’s name, address, telephone and fax numbers, and federal tax

identification number. Note that if the Proposer is a sole proprietor using his or her

social security number, the social security number will be required before finalizing a

contract.

b. Name, title, address, telephone number, and email address of the individual who

will act as the Proposer’s designated representative for purposes of this RFP.



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c. For each key staff member: a resume describing the individual’s background and

experience, as well as the individual’s ability and experience in conducting the

proposed activities.

d. Names, addresses, and telephone numbers of a minimum of five (5) clients for whom

the Proposer has conducted similar services. The Court may check references listed

by the Proposer.

e. Proposed method to complete the work.

i. The evaluation team will be evaluating all proposals submitted based on their

ability to provide all the products and services requested by the Court in this

RFP. The vendor’s ability to meet the requirements provided in section 2.0.

ii. Vendor shall describe the level of customer service that will be provided,

including procedures that will ensure consistence and problem escalation and

resolution. The description should include, but is not limited to:

Customer service organizational structure

Contract process (phone, email, fax, etc.)

Follow up process

Process to handle missed pick-ups/destruction and extra pick-ups

outside of the scheduled dates

Internal procedures to track customer service contact and resolution

Escalation process to resolve outstanding customer service issues

f. Acceptance of the Terms and Conditions.

i. On Attachment 3, the Proposer must check the appropriate box and sign the

form. If the Proposer marks the second box, it must provide the required

additional materials. An “exception” includes any addition, deletion, or other

modification.

ii. If exceptions are identified, the Proposer must also submit (i) a red-lined

version of the Terms and Conditions that implements all proposed changes,

and (ii) a written explanation or rationale for each exception and/or proposed

change.

g. Certifications, Attachments, and other requirements.

i. The Proposer must complete the General Certifications Form (Attachment 4)

and submit the completed form with its proposal.

ii. The Proposer must complete the Darfur Contracting Act Certification

(Attachment 5) and submit the completed certification with its proposal.

iii. If Vendor is a California corporation, limited liability company (“LLC”),

limited partnership (“LP”), or limited liability partnership (“LLP”), proof that

Vendor is in good standing in California. If Vendor is a foreign corporation,



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LLC, LP, or LLP, and Vendor conducts or will conduct (if awarded the

contract) intrastate business in California, proof that Vendor is qualified to do

business and in good standing in California. If Vendor is a foreign

corporation, LLC, LP, or LLP, and Vendor does not (and will not if awarded

the contract) conduct intrastate business in California, proof that Vendor is in

good standing in its home jurisdiction.

iv. Copies of the Proposer’s (and any sub vendors’) current business licenses,

professional certifications, or other credentials.

v. Proof of financial solvency or stability (e.g., balance sheets and income

statements).

8.2 Cost Proposal. The following information must be included in the cost proposal.

i. A detailed line item budget showing total cost of the proposed services.

ii. A full explanation of all budget line items in a narrative entitled “Budget

Justification.”

iii. A “not to exceed” total for all work and expenses payable under the contract,

if awarded.

NOTE: It is unlawful for any person engaged in business within this state to sell or use any

article or product as a “loss leader” as defined in Section 17030 of the Business and

Professions Code.

9.0 OFFER PERIOD

A Proposer's proposal is an irrevocable offer for ninety (90) days following the proposal due

date. In the event a final contract has not been awarded within this period, the Court reserves

the right to negotiate extensions to this period.

10.0 EVALUATION OF PROPOSALS

At the time proposals are opened, each proposal will be checked for the presence or absence

of the required proposal contents.

The Court will evaluate the proposals on a 100 point scale using the criteria set forth in the

table below. Award, if made, will be to the highest-scored proposal.

If a contract will be awarded, the Court will post an intent to award notice at

http://www.alameda.courts.ca.gov/Pages.aspx/Contract-Opportunities.

http://www.alameda.courts.ca.gov/Pages.aspx/Contract-Opportunities



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CRITERION

MAXIMUM NUMBER OF

POINTS

Quality of work plan submitted 25

Experience on similar assignments 10

Cost 30

Credentials of staff to be assigned to the

project 10

Acceptance of the Terms and Conditions 10

Ability to meet timing requirements to complete the

project 12

DVBE Preference 3

11.0 INTERVIEWS

The Court may conduct interviews with Proposers to clarify aspects set forth in their

proposals or to assist in finalizing the ranking of top-ranked proposals. The interviews may

be conducted in person or by phone. If conducted in person, interviews will likely be held at

the Court’s offices. The Court will not reimburse Proposers for any costs incurred in

traveling to or from the interview location. The Court will notify eligible Proposers

regarding interview arrangements.

12.0 CONFIDENTIAL OR PROPRIETARY INFORMATION

PROPOSALS ARE SUBJECT TO DISCLOSURE PURSUANT TO APPLICABLE

PROVISIONS OF THE CALIFORNIA PUBLIC CONTRACT CODE AND RULE

10.500 OF THE CALIFORNIA RULES OF COURT. The Court will not disclose (i)

social security numbers, or (ii) balance sheets or income statements submitted by a Proposer

that is not a publicly-traded corporation. All other information in proposals will be disclosed

in response to applicable public records requests. Such disclosure will be made regardless of

whether the proposal (or portions thereof) is marked “confidential,” “proprietary,” or

otherwise, and regardless of any statement in the proposal (a) purporting to limit the Court’s

right to disclose information in the proposal, or (b) requiring the Court to inform or obtain the

consent of the Proposer prior to the disclosure of the proposal (or portions thereof). Any

proposal that is password protected, or contains portions that are password protected, may be

rejected. Proposers are accordingly cautioned not to include confidential, proprietary, or

privileged information in proposals.

13.0 DISABLED VETERAN BUSINESS ENTERPRISE INCENTIVE

Qualification for the DVBE incentive is not mandatory. Failure to qualify for the DVBE

incentive will not render a proposal non-responsive.



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Eligibility for and application of the DVBE incentive is governed by the Court’s DVBE

Rules and Procedures. Proposer will receive a DVBE incentive if, in the Court’s sole

determination, Proposer has met all applicable requirements. If Proposer receives the DVBE

incentive, a number of points will be added to the score assigned to Proposer’s proposal. The

number of points that will be added is specified in Section 10.0 above.

A DVBE incentive of 3% is open to all DVBE (Disabled Veteran Business Enterprise)

vendors participating in this solicitation. Vendor’s applicable for the DVBE incentive, must

complete Attachment 7 (Bidder Declaration form) and Attachment 8 (DVBE Declaration

form). Please submit these forms along with your RFP for review.

14.0 PROTESTS

Any protests will be handled in accordance with Chapter 7 of the Judicial Branch Contracting

Manual (see www.courts.ca.gov/documents/jbcl-manual.pdf). Failure of a Proposer to comply

with the protest procedures set forth in that chapter will render a protest inadequate and non-

responsive, and will result in rejection of the protest. The deadline for the Court to receive a

solicitation specifications protest is the proposal due date. Protests should be sent to:

Court Executive Officer

Superior Court of California, County of Alameda

1225 Fallon Street, Room 209

Oakland, CA 94612



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ATTACHMENT 1

ADMINISTRATIVE RULES GOVERNING RFPS

(NON-IT SERVICES)

1. COMMUNICATIONS WITH THE COURT REGARDING THE RFP

Except as specifically addressed elsewhere in the RFP, Proposers must send any communications

regarding the RFP to [email protected] (the “Solicitations Mailbox”).

Proposers must include the RFP Number in subject line of any communication.

2. QUESTIONS REGARDING THE RFP

Proposers interested in responding to the RFP may submit questions via email to the Solicitations

Mailbox on procedural matters related to the RFP or requests for clarification or modification of

the RFP no later than the deadline for questions listed in the timeline of the RFP. Once submitted,

questions become part of the procurement file and are subject to disclosure; Proposers are

accordingly cautioned not to include any proprietary or confidential information in questions. If

the Proposer is requesting a change, the request must set forth the recommended change and the

Proposer’s reasons for proposing the change. Questions or requests submitted after the deadline

for questions will not be answered. Without disclosing the source of the question or request, a

copy of the questions and the Court’s responses will be made available prior to the proposal due

date and time.

3. ERRORS IN THE RFP

A. If, before the proposal due date and time listed in the timeline of the RFP, a Proposer

discovers any ambiguity, conflict, discrepancy, omission, or error in the RFP, the

Proposer must immediately notify the Court via email to the Solicitations Mailbox and

request modification or clarification of the RFP. Without disclosing the source of the

request, the Court may modify the RFP before the proposal due date and time by

releasing an addendum to the solicitation.

B. If a Proposer fails to notify the Court of an error in the RFP known to the Proposer, or an

error that reasonably should have been known to the Proposer, before the proposal due

date and time listed in the timeline of the RFP, the Proposer shall propose at its own risk.

Furthermore, if the Proposer is awarded the agreement, the Proposer shall not be entitled

to additional compensation or time by reason of the error or its later correction.

4. ADDENDA

A. The Court may modify the RFP before the proposal due date and time listed in the

timeline of the RFP by issuing an addendum. It is each Proposer’s responsibility to

inform itself of any addendum prior to its submission of a proposal.

B. If any Proposer determines that an addendum unnecessarily restricts its ability to propose,

the Proposer shall immediately notify the Court via email to the Solicitations Mailbox no

later than one day following issuance of the addendum.



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5. WITHDRAWAL AND RESUBMISSION/MODIFICATION OF PROPOSALS

A Proposer may withdraw its proposal at any time before the deadline for submitting proposals

by notifying the Court in writing of its withdrawal. The notice must be signed by the Proposer.

The Proposer may thereafter submit a new or modified proposal, provided that it is received at the

Court no later than the proposal due date and time listed in the timeline of the RFP.

Modifications offered in any other manner, oral or written, will not be considered. Proposals

cannot be changed or withdrawn after the proposal due date and time listed in the timeline of the

RFP.

6. ERRORS IN THE PROPOSAL

If errors are found in a proposal, the Court may reject the proposal; however, the Court may, at its

sole option, correct arithmetic or transposition errors or both on the basis that the lowest level of

detail will prevail in any discrepancy. If these corrections result in significant changes in the

amount of money to be paid to the Proposer (if selected for the award of the agreement), the

Proposer will be informed of the errors and corrections thereof and will be given the option to

abide by the corrected amount or withdraw the proposal.

7. RIGHT TO REJECT PROPOSALS

A. Before the proposal due date and time listed in the timeline of the RFP, the Court may

cancel the RFP for any or no reason. After the proposal due date and time listed in the

timeline of the RFP, the Court may reject all proposals and cancel the RFP if the Court

determines that: (i) the proposals received do not reflect effective competition; (ii) the

cost is not reasonable; (iii) the cost exceeds the amount expected; or (iv) awarding the

contract is not in the best interest of the Court.

B. The Court may or may not waive an immaterial deviation or defect in a proposal. The

Court’s waiver of an immaterial deviation or defect shall in no way modify the RFP or

excuse a Proposer from full compliance with RFP specifications. Until a contract

resulting from this RFP is signed, the Court reserves the right to accept or reject any or all

of the items in the proposal, to award the contract in whole or in part and/or negotiate any

or all items with individual Proposers if it is deemed in the Court’s best interest. A notice

of intent to award does not constitute a contract, and confers no right of contract on any

Proposer.

C. The Court reserves the right to issue similar RFPs in the future. The RFP is in no way an

agreement, obligation, or contract and in no way is the Court or the State of California

responsible for the cost of preparing the proposal.

D. Proposers are specifically directed NOT to contact any Court personnel or consultants for

meetings, conferences, or discussions that are related to the RFP at any time between

release of the RFP and any award and execution of a contract. Unauthorized contact with

any Court personnel or consultants may be cause for rejection of the Proposer’s proposal.

8. EVALUATION PROCESS

A. An evaluation team will review all proposals that are received by the appropriate deadline

to determine the extent to which they comply with RFP requirements.



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B. Proposals that contain false or misleading statements may be rejected if in the Court’s

opinion the information was intended to mislead the evaluation team regarding a

requirement of the RFP.

C. During the evaluation process, the Court may require a Proposer's representative to

answer questions with regard to the Proposer’s proposal. Failure of a Proposer to

demonstrate that the claims made in its proposal are in fact true may be sufficient cause

for deeming a proposal non-responsive.

D. In the event of a tie, the contract will be awarded to the winner of a single coin toss. The

coin toss will be witnessed by two Court employees. The Court will provide notice of the

date and time of the coin toss to the affected Proposers, who may attend the coin toss at

their own expense.

9. DISPOSITION OF MATERIALS

All materials submitted in response to the RFP will become the property of the Court and will be

returned only at the Court’s option and at the expense of the Proposer submitting the proposal.

10. PAYMENT

A. Payment terms will be specified in any agreement that may ensue as a result of the RFP.

B. THE COURT DOES NOT MAKE ADVANCE PAYMENT FOR SERVICES.

Payment is normally made based upon completion of tasks as provided in the agreement

between the Court and the selected Proposer. The Court may withhold ten percent of each

invoice until receipt and acceptance of the final deliverable. The amount of the withhold

may depend upon the length of the project and the payment schedule provided in the

agreement between the Court and the selected Proposer.

11. AWARD AND EXECUTION OF AGREEMENT

A. Award of contract, if made, will be in accordance with the RFP to a responsible Proposer

submitting a proposal compliant with all the requirements of the RFP and any addenda

thereto (including any administrative or technical requirements), except for such

immaterial defects as may be waived by the Court.

B. A Proposer submitting a proposal must be prepared to use a standard Court contract form

rather than its own contract form.

C. The Court will make a reasonable effort to execute any contract based on the RFP within

forty-five (45) days of selecting a proposal that best meets its requirements. However,

exceptions taken by a Proposer may delay execution of a contract.

D. Upon award of the agreement, the agreement shall be signed by the Proposer in two

original contract counterparts and returned, along with the required attachments, to the

Court no later than ten (10) business days of receipt of agreement form or prior to the end

of June if award is at fiscal year-end. Agreements are not effective until executed by both

parties. Any work performed before receipt of a fully-executed agreement shall be at the

Proposer’s own risk.



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12. FAILURE TO EXECUTE THE AGREEMENT

The period for execution set forth in Section 11 (“Award and Execution of Agreement”) may

only be changed by mutual agreement of the parties. Failure to execute the agreement within the

time frame identified above constitutes sufficient cause for voiding the award. Failure to comply

with other requirements within the set time constitutes failure to execute the agreement. If the

successful Proposer refuses or fails to execute the agreement, the Court may award the agreement

to the next qualified Proposer.

13. NEWS RELEASES

News releases or other publicity pertaining to the award of a contract may not be issued without

prior written approval of the Court Executive Officer.

14. ANTI-TRUST CLAIMS

A. In submitting a proposal to the Court, the Proposer offers and agrees that if the

proposal is accepted, the Proposer will assign to the Court all rights, title, and interest

in and to all causes of action it may have under Section 4 of the Clayton Act (15

U.S.C. Sec. 15) or under the Cartwright Act Chapter 2, commencing with Section

16700, of Part 2 of Division 7 of the Business and Professions Code), arising from

purchases of goods, materials, or services by the Proposer for sale to the Court

pursuant to the proposal. Such assignment shall be made and become effective at the

time the Court tenders final payment to the Proposer. (See Government Code section

4552.)

B. If the Court receives, either through judgment or settlement, a monetary recovery for a

cause of action assigned under this section, the Proposer shall be entitled to receive

reimbursement for actual legal costs incurred and may, upon demand, recover from

the Court any portion of the recovery, including treble damages, attributable to

overcharges that were paid.

C. Upon demand in writing by the Proposer, the Court shall, within one year from such

demand, reassign the cause of action assigned under this section if the Proposer has

been or may have been injured by the violation of law for which the cause of action

arose and (a) the Court has not been injured thereby, or (b) the Court declines to file a

court action for the cause of action. (See Government Code section 4554.)

15. AMERICANS WITH DISABILITIES ACT

The Court complies with the Americans with Disabilities Act (ADA) and similar California

statutes. Requests for accommodation of disabilities by Proposers should be directed to the

Court Executive Officer.



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ATTACHMENT 2

General Terms and Conditions

1. Provisions Applicable to Services

1.1 Qualifications. Contractor shall assign to this project only persons who have sufficient training,

education, and experience to successfully perform Contractor’s duties. If the Court is dissatisfied with

any of Contractor’s personnel, for any or no reason, Contractor shall replace them with qualified

personnel.

1.2 Turnover. Contractor shall endeavor to minimize turnover of personnel Contractor has assigned to

perform Services.

1.3 Background Checks. Contractor shall cooperate with the Court if the Court wishes to perform any

background checks on Contractor’s personnel by obtaining, at no additional cost, all releases, waivers,

and permissions the Court may require. Contractor shall not assign personnel who refuse to undergo a

background check. Contractor shall provide prompt notice to the Court of (i) any person who refuses to

undergo a background check, and (ii) the results of any background check requested by the Court and

performed by Contractor. Contractor shall ensure that the following persons are not assigned to perform

services for the Court: (a) any person refusing to undergo such background checks, and (b) any person

whose background check results are unacceptable to Contractor or that, after disclosure to the Court, the

Court advises are unacceptable to the Court.

2. Contractor Certification Clauses. Contractor certifies that the following representations and warranties are

true. Contractor shall cause its representations and warranties to remain true during the Term. Contractor shall

promptly notify the Court if any representation and warranty becomes untrue. Contractor represents and

warrants as follows:

2.1 Authority. Contractor has authority to enter into and perform its obligations under this Agreement, and

Contractor’s signatory has authority to bind Contractor to this Agreement.

2.2 Not an Expatriate Corporation. Contractor is not an expatriate corporation or subsidiary of an

expatriate corporation within the meaning of PCC 10286.1, and is eligible to contract with the Court.

2.3 No Gratuities. Contractor has not directly or indirectly offered or given any gratuities (in the form of

entertainment, gifts, or otherwise), to any Judicial Branch Personnel with a view toward securing this

Agreement or securing favorable treatment with respect to any determinations concerning the

performance of this Agreement.

2.4 No Conflict of Interest. Contractor has no interest that would constitute a conflict of interest under PCC

10365.5, 10410 or 10411; Government Code sections 1090 et seq. or 87100 et seq.; or California Rules

of Court, rule 10.103 or 10.104, which restrict employees and former employees from contracting with

Judicial Branch Entities.

2.5 No Interference with Other Contracts. To the best of Contractor’s knowledge, this Agreement does

not create a material conflict of interest or default under any of Contractor’s other contracts.

2.6 No Litigation. No suit, action, arbitration, or legal, administrative, or other proceeding or governmental

investigation is pending or threatened that may adversely affect Contractor’s ability to perform the

Services.

2.7 Compliance with Laws Generally. Contractor complies in all material respects with all laws, rules, and

regulations applicable to Contractor’s business and services.

2.8 Drug Free Workplace. Contractor provides a drug free workplace as required by California

Government Code sections 8355 through 8357.

2.9 No Harassment. Contractor does not engage in unlawful harassment, including sexual harassment, with

respect to any persons with whom Contractor may interact in the performance of this Agreement, and

Contractor takes all reasonable steps to prevent harassment from occurring.



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2.10 Noninfringement. The Goods, Services, Deliverables, and Contractor’s performance under this

Agreement do not infringe, or constitute an infringement, misappropriation or violation of, any third

party’s intellectual property right.

2.11 Nondiscrimination. Contractor complies with the federal Americans with Disabilities Act (42 U.S.C.

12101 et seq.), and California’s Fair Employment and Housing Act (Government Code sections 12990 et

seq.) and associated regulations (Code of Regulations, title 2, sections 7285 et seq.). Contractor does not

unlawfully discriminate against any employee or applicant for employment because of age (40 and

over), ancestry, color, creed, disability (mental or physical) including HIV and AIDS, marital or

domestic partner status, medical condition (including cancer and genetic characteristics), national origin,

race, religion, request for family and medical care leave, sex (including gender and gender identity), and

sexual orientation. Contractor will notify in writing each labor organization with which Contractor has a

collective bargaining or other agreement of Contractor’s obligations of nondiscrimination.

2.12 National Labor Relations Board Orders. No more than one, final unappealable finding of contempt of

court by a federal court has been issued against Contractor within the immediately preceding two-year

period because of Contractor's failure to comply with an order of a federal court requiring Contractor to

comply with an order of the National Labor Relations Board. Contractor swears under penalty of perjury

that this representation is true.

3. Insurance

3.1 Basic Coverage. Contractor shall provide and maintain at the Court’s discretion and Contractor’s

expense the following insurance during the Term:

A. Commercial General Liability. The policy must be at least as broad as the Insurance Services

Office (ISO) Commercial General Liability “occurrence” form, with coverage for liabilities arising

out of premises, operations, independent contractors, products and completed operations, personal

and advertising injury, and liability assumed under an insured contract. The policy must provide

limits of at least $1,000,000 per occurrence and annual aggregate.

B. Workers Compensation and Employer’s Liability. The policy is required only if Contractor has

employees. The policy must include workers’ compensation to meet minimum requirements of the

California Labor Code, and it must provide coverage for employer’s liability bodily injury at

minimum limits of $1,000,000 per accident or disease.

C. Automobile Liability. This policy is required only if Contractor uses an automobile or other vehicle

in the performance of this Agreement. The policy must cover bodily injury and property damage

liability and be applicable to all vehicles used in Contractor’s performance of this Agreement

whether owned, non-owned, leased, or hired. The policy must provide combined single limits of at

least $1,000,000 per occurrence.

D. Professional Liability. This policy is required only if Contractor performs professional services

under this Agreement. The policy must cover liability resulting from any act, error, or omission

committed in Contractor’s performance of Services under this Agreement, at minimum limits of

$1,000,000 per occurrence and annual aggregate. If the policy is written on a “claims made” form,

Contractor shall maintain such coverage continuously throughout the Term and, without lapse, for

a period of three (3) years beyond the termination and acceptance of all Services provided under

this Agreement. The retroactive date or “prior acts inclusion date” of any such “claims made”

policy must be no later than the date that activities commence pursuant to this Agreement.

E. Commercial Crime Insurance. This policy is required only if Contractor handles or has regular

access to the Court’s funds or property of significant value to the Court. This policy must cover

dishonest acts including loss due to theft of money, securities, and property; forgery, and alteration

of documents; and fraudulent transfer of money, securities, and property. The minimum liability

limit must be $100,000.

3.2 Umbrella Policies. Contractor may satisfy basic coverage limits through any combination of basic

coverage and umbrella insurance.



17

3.3 Aggregate Limits of Liability. The basic coverage limits of liability may be subject to annual aggregate

limits. If this is the case the annual aggregate limits of liability must be at least two (2) times the limits

required for each policy, or the aggregate may equal the limits required but must apply separately to this

Agreement.

3.4 Deductibles and Self-Insured Retentions. Contractor shall declare to the Court all deductibles and self-

insured retentions that exceed $100,000 per occurrence. Any increases in deductibles or self-insured

retentions that exceed $100,000 per occurrence are subject to the Court’s approval. Deductibles and self-

insured retentions do not limit Contractor’s liability.

3.5 Additional Insured Endorsements. Contractor’s commercial general liability policy, automobile

liability policy, and, if applicable, umbrella policy must be endorsed to name the following as additional

insureds with respect to liabilities arising out of the performance of this Agreement: the Court, the State

of California, the Judicial Council of California, and their respective judges, subordinate judicial

officers, executive officers, administrators, officers, officials, agents, representatives, contractors,

volunteers or employees.

3.6 Certificates of Insurance. Before Contractor begins performing Services, Contractor shall give the

Court certificates of insurance attesting to the existence of coverage, and stating that the policies will not

be canceled, terminated, or amended to reduce coverage without thirty (30) days’ prior written notice to

the Court.

3.7 Qualifying Insurers. For insurance to satisfy the requirements of this section, all required insurance

must be issued by an insurer with an A.M. Best rating of A - or better that is approved to do business in

the State of California.

3.8 Required Policy Provisions. Each policy must provide, as follows: (i) the policy is primary and

noncontributory with any insurance or self-insurance maintained by Judicial Branch Entities and

Judicial Branch Personnel, and the basic coverage insurer waives any and all rights of subrogation

against Judicial Branch Entities and Judicial Branch Personnel; (ii) the insurance applies separately to

each insured against whom a claim is made or a lawsuit is brought, to the limits of the insurer’s liability;

and (iii) each insurer waives any right of recovery or subrogation it may have against the Court, the State

of California, the Judicial Council of California, and their respective judges, subordinate judicial

officers, executive officers, administrators, officers, officials, agents, representatives, contractors,

volunteers or employees for loss or damage.

3.9 Partnerships. If Contractor is an association, partnership, or other joint business venture, the basic

coverage may be provided by either (i) separate insurance policies issued for each individual entity, with

each entity included as a named insured or as an additional insured; or (ii) joint insurance program with

the association, partnership, or other joint business venture included as a named insured.

3.10 Consequence of Lapse. If required insurance lapses during the Term, the Court is not required to

process invoices after such lapse until Contractor provides evidence of reinstatement that is effective as

of the lapse date.

4. Indemnity. Contractor will defend (with counsel satisfactory to the Court or its designee), indemnify and hold

harmless the Judicial Branch Entities and the Judicial Branch Personnel against all claims, losses, and expenses,

including attorneys’ fees and costs, that arise out of or in connection with (i) a latent or patent defect in any

Goods, (ii) an act or omission of Contractor, its agents, employees, independent contractors, or subcontractors

in the performance of this Agreement, (iii) a breach of a representation, warranty, or other provision of this

Agreement, and (iv) infringement of any trade secret, patent, copyright or other third party intellectual property.

This indemnity applies regardless of the theory of liability on which a claim is made or a loss occurs. This

indemnity will survive the expiration or termination of this Agreement, and acceptance of any Goods, Services,

or Deliverables. Contractor shall not make any admission of liability or other statement on behalf of an

indemnified party or enter into any settlement or other agreement which would bind an indemnified party,

without the Court’s prior written consent, which consent shall not be unreasonably withheld; and the Court shall

have the right, at its option and expense, to participate in the defense and/or settlement of a claim through

counsel of its own choosing. Contractor’s duties of indemnification exclude indemnifying a party for that

portion of losses and expenses that are finally determined by a reviewing court to have arisen out of the sole

negligence or willful misconduct of the indemnified party.



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5. Option Term. Unless Section 2 of the Coversheet indicates that an Option Term is not applicable, the Court

may, at its sole option, extend this Agreement for a single one-year term, at the end of which Option Term this

Agreement shall expire. In order to exercise this Option Term, the Court must send Notice to Contractor at least

thirty (30) days prior to the end of the Initial Term. The exercise of an Option Term will be effective without

Contractor’s signature.

6. Tax Delinquency. Contractor must provide notice to the Court immediately if Contractor has reason to believe

it may be placed on either (i) the California Franchise Tax Board’s list of 500 largest state income tax

delinquencies, or (ii) the California Board of Equalization’s list of 500 largest delinquent sales and use tax

accounts. The Court may terminate this Agreement immediately “for cause” pursuant to Section 7.2 below if (i)

Contractor fails to provide the notice required above, or (ii) Contractor is included on either list mentioned

above.

7. Termination

7.1 Termination for Convenience. The Court may terminate, in whole or in part, this Agreement for

convenience upon thirty (30) days prior Notice. After receipt of such Notice, and except as otherwise

directed by the Court, Contractor shall immediately: (a) stop Services as specified in the Notice; and (b)

stop the delivery or manufacture of Goods as specified in the Notice.

7.2 Termination for Cause. The Court may terminate this Agreement, in whole or in part, immediately

“for cause” if (i) Contractor fails or is unable to meet or perform any of its duties under this Agreement,

and this failure is not cured within ten (10) days following Notice of default (or in the opinion of the

Court, is not capable of being cured within this cure period); (ii) Contractor or Contractor’s creditors file

a petition as to Contractor’s bankruptcy or insolvency, or Contractor is declared bankrupt, becomes

insolvent, makes an assignment for the benefit of creditors, goes into liquidation or receivership, or

otherwise loses legal control of its business; or (iii) Contractor makes or has made under this Agreement

any representation, warranty, or certification that is or was incorrect, inaccurate, or misleading.

7.3 Termination upon Death. This entire Agreement will terminate immediately without further action of

the parties upon the death of a natural person who is a party to this Agreement, or a general partner of a

partnership that is a party to this Agreement.

7.4 Termination for Changes in Budget or Law. The Court’s payment obligations under this Agreement

are subject to annual appropriation and the availability of funds. Expected or actual funding may be

withdrawn, reduced, or limited prior to the expiration or other termination of this Agreement. Funding

beyond the current appropriation year is conditioned upon appropriation of sufficient funds to support

the activities described in this Agreement. The Court may terminate this Agreement or limit Contractor’s

Services (and reduce proportionately Contractor’s fees) upon Notice to Contractor without prejudice to

any right or remedy of the Court if: (i) expected or actual funding to compensate Contractor is

withdrawn, reduced or limited; or (ii) the Court determines that Contractor’s performance under this

Agreement has become infeasible due to changes in applicable laws.

7.5 Rights and Remedies of the Court.

A. Nonexclusive Remedies. All remedies provided in this Agreement may be exercised individually or

in combination with any other available remedy. Contractor shall notify the Court immediately if

Contractor is in default, or if a third party claim or dispute is brought or threatened that alleges facts

that would constitute a default under this Agreement. If Contractor is in default, the Court may do

any of the following: (i) withhold all or any portion of a payment otherwise due to Contractor, and

exercise any other rights of setoff as may be provided in this Agreement or any other agreement

between a Judicial Branch Entity and Contractor; (ii) require Contractor to enter into nonbinding

mediation; (iii) exercise, following Notice, the Court’s right of early termination of this Agreement

as provided herein; and (iv) seek any other remedy available at law or in equity.

B. Replacement. If the Court terminates this Agreement in whole or in part for cause, the Court may

acquire from third parties, under the terms and in the manner the Court considers appropriate,

goods or services equivalent to those terminated, and Contractor shall be liable to the Court for any

excess costs for those goods or services. Notwithstanding any other provision of this Agreement, in

no event shall the excess cost to the Court for such goods and services be excluded under this



19

Agreement as indirect, incidental, special, exemplary, punitive or consequential damages of the

Court. Contractor shall continue any Services not terminated hereunder.

C. Delivery of Materials. In the event of any expiration or termination of this Agreement, Contractor

shall promptly provide the Court with all originals and copies of the Deliverables, including any

partially-completed Deliverables-related work product or materials, and any Court-provided

materials in its possession, custody, or control. In the event of any termination of this Agreement,

the Court shall not be liable to Contractor for compensation or damages incurred as a result of such

termination; provided that if the Court’s termination is not for cause, the Court shall pay any fees

due under this Agreement for Services performed or Deliverables completed and accepted as of the

date of the Court’s termination Notice.

7.6 Survival. Termination or expiration of this Agreement shall not affect the rights and obligations of the

parties which arose prior to any such termination or expiration (unless otherwise provided herein) and

such rights and obligations shall survive any such termination or expiration. Rights and obligations

which by their nature should survive shall remain in effect after termination or expiration of this

Agreement, including any section of this Agreement that states it shall survive such termination or

expiration.

8. Assignment and Subcontracting. Contractor may not assign or subcontract its rights or duties under this

Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of

the Court. Consent may be withheld for any reason or no reason. Any assignment or subcontract made in

contravention of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement will be

binding on the parties and their permitted successors and assigns.

9. Notices. Notices must be sent to the following address and recipient:

If to Contractor: If to the Court:

[name, title, address]

[name, title, address]

With a copy to: With a copy to:

Either party may change its address for Notices by giving the other party Notice of the new address in accordance

with this section. Notices will be considered to have been given at the time of actual delivery in person, three (3)

days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service.

10. Provisions Applicable to Certain Agreements. The provisions in this section are applicable only to the types

of orders specified in the first sentence of each subsection. If this Agreement is not of the type described in the

first sentence of a subsection, then that subsection does not apply to the Agreement.

10.1 Union Activities Restrictions. If the Contract Amount is over $50,000, this section is applicable.

Contractor agrees that no Court funds received under this Agreement will be used to assist, promote or

deter union organizing during the Term. If Contractor incurs costs, or makes expenditures to assist,

promote or deter union organizing, Contractor will maintain records sufficient to show that no Court

funds were used for those expenditures. Contractor will provide those records to the Attorney General

upon request.

10.2 Domestic Partners, Spouses, Gender, and Gender Identity Discrimination. If the Contract Amount is

$100,000 or more, this section is applicable. Contractor is in compliance with, and throughout the Term

will remain in compliance with: (i) PCC 10295.3 which places limitations on contracts with contractors

who discriminate in the provision of benefits on the basis of marital or domestic partner status; and (ii)

PCC 10295.35, which places limitations on contracts with contractors that discriminate in the provision

of benefits on the basis of an employee’s or dependent’s actual or perceived gender identity.

10.3 Child Support Compliance Act. If the Contract Amount is $100,000 or more, this section is applicable.

Contractor recognizes the importance of child and family support obligations and fully complies with

(and will continue to comply with during the Term) all applicable state and federal laws relating to child



20

and family support enforcement, including disclosure of information and compliance with earnings

assignment orders, as provided in Family Code section 5200 et seq. Contractor provides the names of all

new employees to the New Hire Registry maintained by the California Employment Development

Department.

10.4 Priority Hiring. If the Contract Amount is over $200,000 and this Agreement is for services (other than

Consulting Services), this section is applicable. Contractor shall give priority consideration in filling

vacancies in positions funded by this Agreement to qualified recipients of aid under Welfare and

Institutions Code section 11200 in accordance with PCC 10353.

10.5 Iran Contracting Act. If the Contract Amount is $1,000,000 or more and Contractor did not provide to

Court an Iran Contracting Act certification as part of the solicitation process, this section is applicable.

Contractor certifies either (i) it is not on the current list of persons engaged in investment activities in

Iran (“Iran List”) created by the California Department of General Services pursuant to PCC 2203(b),

and is not a financial institution extending $20,000,000 or more in credit to another person, for forty-five

(45) days or more, if that other person will use the credit to provide goods or services in the energy

sector in Iran and is identified on the Iran List, or (ii) it has received written permission from the Court

to enter into this Agreement pursuant to PCC 2203(c).

10.6 Loss Leader Prohibition. If this Agreement involves the purchase of goods, this section is applicable.

Contractor shall not sell or use any article or product as a “loss leader” as defined in Section 17030 of

the Business and Professions Code.

10.7 Recycling. If this Agreement provides for the purchase or use of goods specified in PCC 12207 (for

example, certain paper products, office supplies, mulch, glass products, lubricating oils, plastic

products, paint, antifreeze, tires and tire-derived products, and metal products), this section is

applicable with respect to those goods. Without limiting the foregoing, if this Agreement includes (i)

document printing, (ii) parts cleaning, or (iii) janitorial and building maintenance services, this section

is applicable. Contractor shall use recycled products in the performance of this Agreement to the

maximum extent doing so is economically feasible. Upon request, Contractor shall certify in writing

under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined in

the PCC 12200, in such goods regardless of whether the goods meet the requirements of PCC 12209.

With respect to printer or duplication cartridges that comply with the requirements of PCC 12156(e), the

certification required by this subdivision shall specify that the cartridges so comply.

10.8 Sweatshop Labor. If this Agreement provides for the laundering of apparel, garments or corresponding

accessories, or for furnishing equipment, materials, or supplies other than for public works, this section

is applicable. Contractor certifies that no apparel, garments or corresponding accessories, equipment,

materials, or supplies furnished to the Court under this Agreement have been laundered or produced in

whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction,

abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of

sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of

child labor or exploitation of children in sweatshop labor. Contractor adheres to the Sweatfree Code of

Conduct as set forth on the California Department of Industrial Relations website located at

www.dir.ca.gov, and PCC 6108. Contractor agrees to cooperate fully in providing reasonable access to

Contractor’s records, documents, agents, and employees, and premises if reasonably required by

authorized officials of the Department of Industrial Relations, or the Department of Justice to determine

Contractor’s compliance with the requirements under this section and shall provide the same rights of

access to the Court.

10.9 Federal Funding Requirements. If this Agreement is funded in whole or in part by the federal

government, this section is applicable. It is mutually understood between the parties that this Agreement

may have been written for the mutual benefit of both parties before ascertaining the availability of

congressional appropriation of funds, to avoid program and fiscal delays that would occur if this

Agreement were executed after that determination was made. This Agreement is valid and enforceable

only if sufficient funds are made available to the Court by the United State Government for the fiscal

year in which they are due and consistent with any stated programmatic purpose, and this Agreement is



21

subject to any additional restrictions, limitations, or conditions enacted by the Congress or to any statute

enacted by the Congress that may affect the provisions, terms, or funding of this Agreement in any

manner. The parties mutually agree that if the Congress does not appropriate sufficient funds for any

program under which this Agreement is intended to be paid, this Agreement shall be deemed amended

without any further action of the parties to reflect any reduction in funds. The Court may invalidate this

Agreement under the termination for convenience or cancellation clause (providing for no more than

thirty (30) days’ Notice of termination or cancellation), or amend this Agreement to reflect any reduction

in funds.

10.10 DVBE Commitment. This section is applicable if Contractor received a disabled veteran business

enterprise (“DVBE”) incentive in connection with this Agreement. Contractor’s failure to meet the

DVBE commitment set forth in its bid or proposal constitutes a breach of the Agreement. If Contractor

used DVBE subcontractor(s) in connection with this Agreement: (i) Contractor must use the DVBE

subcontractors identified in its bid or proposal, unless the Court approves in writing replacement by

another DVBE subcontractor in accordance with the terms of this Agreement; and (ii) Contractor must

within sixty (60) days of receiving final payment under this Agreement certify in a report to the Court:

(1) the total amount of money Contractor received under the Agreement; (2) the name and address of

each DVBE subcontractor to which Contractor subcontracted work in connection with the Agreement;

(3) the amount each DVBE subcontractor received from Contractor in connection with the Agreement;

and (4) that all payments under the Agreement have been made to the applicable DVBE subcontractors.

A person or entity that knowingly provides false information shall be subject to a civil penalty for each

violation.

10.11 Antitrust Claims. If this Agreement resulted from a competitive solicitation, this section is applicable.

Contractor shall assign to the Court all rights, title, and interest in and to all causes of action it may have

under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2

(commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising

from purchases of goods, materials, or services by Contractor for sale to the Court. Such assignment

shall be made and become effective at the time the Court tenders final payment to Contractor. If the

Court receives, either through judgment or settlement, a monetary recovery for a cause of action

assigned under this section, Contractor shall be entitled to receive reimbursement for actual legal costs

incurred and may, upon demand, recover from the Court any portion of the recovery, including treble

damages, attributable to overcharges that were paid by Contractor but were not paid by the Court as part

of the bid price, less the expenses incurred in obtaining that portion of the recovery. Upon demand in

writing by Contractor, the Court shall, within one (1) year from such demand, reassign the cause of

action assigned under this part if Contractor has been or may have been injured by the violation of law

for which the cause of action arose and (a) the Court has not been injured thereby, or (b) the Court

declines to file a court action for the cause of action.

10.12 Legal Services. If this Agreement is for legal services, this section is applicable. Contractor shall: (i)

adhere to legal cost and billing guidelines designated by the Court; (ii) adhere to litigation plans

designated by the Court, if applicable; (iii) adhere to case phasing of activities designated by the Court,

if applicable; (iv) submit and adhere to legal budgets as designated by the Court; (v) maintain legal

malpractice insurance in an amount not less than the amount designated by the Court; and (vi) submit to

legal bill audits and law firm audits if so requested by the Court, whether conducted by employees or

designees of the Court or by any legal cost-control provider retained by the Court for that purpose.

Contractor may be required to submit to a legal cost and utilization review as determined by the Court. If

(a) the Contract Amount is greater than $50,000, (b) the legal services are not the legal representation of

low- or middle-income persons, in either civil, criminal, or administrative matters, and (c) the legal

services are to be performed within California, then Contractor agrees to make a good faith effort to

provide a minimum number of hours of pro bono legal services, or an equivalent amount of financial

contributions to qualified legal services projects and support centers, as defined in section 6213 of the

Business and Professions Code, during each year of the Agreement equal to the lesser of either (A) thirty

(30) multiplied by the number of full time attorneys in the firm’s offices in California, with the number

of hours prorated on an actual day basis for any period of less than a full year or (B) the number of hours

equal to ten percent (10%) of the Contract Amount divided by the average billing rate of the firm.

Failure to make a good faith effort may be cause for nonrenewal of this Agreement or another judicial



22

branch or other state contract for legal services, and may be taken into account when determining the

award of future contracts with a Judicial Branch Entity for legal services.

10.13 Good Standing. If Contractor is a corporation, limited liability company, or limited partnership, and

this Agreement is performed in whole or in part in California, this section is applicable. Contractor is,

and will remain for the Term, qualified to do business and in good standing in California.

10.14 Equipment Purchases. If this Agreement includes the purchase of equipment, this section is applicable.

The Court may, at its option, repair any damaged or replace any lost or stolen items and deduct the cost

thereof from Contractor’s invoice to the Court, or require Contractor to repair or replace any damaged,

lost, or stolen equipment to the satisfaction of the Court at no expense to the Court. If a theft occurs,

Contractor must file a police report immediately.

10.15 Four-Digit Date Compliance. If this Agreement includes the purchase of systems, software, or

instrumentation with imbedded chips, this section is applicable. Contractor represents and warrants that

it will provide only Four-Digit Date Compliant deliverables and services to the Court. “Four-Digit Date

Compliant” deliverables and services can accurately process, calculate, compare, and sequence date data,

including date data arising out of or relating to leap years and changes in centuries. This warranty and

representation is subject to the warranty terms and conditions of this Agreement and does not limit the

generality of warranty obligations set forth elsewhere in this Agreement.

10.16 Janitorial Services or Building Maintenance Services. If this Agreement is for janitorial or building

maintenance services, this section is applicable. If this Agreement requires Contractor to perform

Services at a new site, Contractor shall retain for sixty (60) days all employees currently employed at

that site by any previous contractor that performed the same services at the site. Contractor shall provide

upon request information sufficient to identify employees providing janitorial or building maintenance

services at each site and to make the necessary notifications required under Labor Code section 1060 et

seq.

10.17 Small Business Preference Commitment. This section is applicable if Contractor received a small

business preference in connection with this Agreement. Contractor’s failure to meet the small business

commitment set forth in its bid or proposal constitutes a breach of this Agreement. Contractor must

within sixty (60) days of receiving final payment under this Agreement report to the Court the actual

percentage of small/micro business participation that was achieved. If Contractor is a nonprofit veteran

service agency (“NVSA”), Contractor must employ veterans receiving services from the NVSA for not

less than 75 percent of the person-hours of direct labor required for the production of goods and the

provision of services performed pursuant to this Agreement.

11. Miscellaneous Provisions.

11.1 Independent Contractor. Contractor is an independent contractor to the Court. No employer-employee,

partnership, joint venture, or agency relationship exists between Contractor and the Court. Contractor

has no authority to bind or incur any obligation on behalf of the Court. If any governmental entity

concludes that Contractor is not an independent contractor, the Court may terminate this Agreement

immediately upon Notice.

11.2 GAAP Compliance. Contractor maintains an adequate system of accounting and internal controls that

meets Generally Accepted Accounting Principles.

11.3 Audit. Contractor must allow the Court or its designees to review and audit Contractor’s (and any

subcontractors’) documents and records relating to this Agreement, and Contractor (and its

subcontractors) shall retain such documents and records for a period of four (4) years following final

payment under this Agreement. If an audit determines that Contractor (or any subcontractor) is not in

compliance with this Agreement, Contractor shall correct errors and deficiencies by the twentieth (20th)

day of the month following the review or audit. If an audit determines that Contractor has overcharged

the Court five percent (5%) or more during the time period subject to audit, Contractor must reimburse

the Court in an amount equal to the cost of such audit. This Agreement is subject to examinations and

audit by the State Auditor for a period three (3) years after final payment.



23

11.4 Licenses and Permits. Contractor shall obtain and keep current all necessary licenses, approvals,

permits and authorizations required by applicable law for the performance of the Services or the delivery

of the Goods. Contractor will be responsible for all fees and taxes associated with obtaining such

licenses, approvals, permits and authorizations, and for any fines and penalties arising from its

noncompliance with any applicable law.

11.5 Confidential Information. During the Term and at all times thereafter, Contractor will: (a) hold all

Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use

Confidential Information in any manner or for any purpose not expressly permitted by this Agreement,

and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third

party without obtaining the Court’s express prior written consent on a case-by-case basis. Contractor will

disclose Confidential Information only to its employees or contractors who need to know that

information in order to perform Services hereunder and who have executed a confidentiality agreement

with Contractor at least as protective as the provisions of this section. The provisions of this section shall

survive the expiration or termination of this Agreement. Contractor will protect the Confidential

Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its

own confidential or proprietary information of a similar nature, and with no less than the greater of

reasonable care and industry-standard care. The Court owns all right, title and interest in the Confidential

Information. Contractor will notify the Court promptly upon learning of any unauthorized disclosure or

use of Confidential Information and will cooperate fully with the Court to protect such Confidential

Information. Upon the Court’s request and upon any termination or expiration of this Agreement,

Contractor will promptly (a) return to the Court or, if so directed by the Court, destroy all Confidential

Information (in every form and medium), and (b) certify to the Court in writing that Contractor has fully

complied with the foregoing obligations. Contractor acknowledges that there can be no adequate remedy

at law for any breach of Contractor’s obligations under this section, that any such breach will likely

result in irreparable harm, and that upon any breach or threatened breach of the confidentiality

obligations, the Court shall be entitled to appropriate equitable relief, without the requirement of posting

a bond, in addition to its other remedies at law.

11.6 Ownership of Deliverables. Unless otherwise agreed in this Agreement, Contractor hereby assigns to

the Court ownership of all Deliverables, any partially-completed Deliverables, and related work product

or materials. Contractor agrees not to assert any rights at common law, or in equity, or establish a

copyright claim in any of these materials. Contractor shall not publish or reproduce any Deliverable in

whole or part, in any manner or form, or authorize others to do so, without the written consent of the

Court.

11.7 Publicity. Contractor shall not make any public announcement or press release about this Agreement

without the prior written approval of the Court.

11.8 Choice of Law and Jurisdiction. California law, without regard to its choice-of-law provisions, governs

this Agreement. The parties shall attempt in good faith to resolve informally and promptly any dispute

that arises under this Agreement. Jurisdiction for any legal action arising from this Agreement shall

exclusively reside in state or federal courts located in California, and the parties hereby consent to the

jurisdiction of such courts.

11.9 Negotiated Agreement. This Agreement has been arrived at through negotiation between the parties.

Neither party is the party that prepared this Agreement for purposes of construing this Agreement under

California Civil Code section 1654.

11.10 Amendment and Waiver. Except as otherwise specified in this Agreement, no amendment or change to

this Agreement will be effective unless expressly agreed in writing by a duly authorized officer of the

Court. A waiver of enforcement of any of this Agreement’s terms or conditions by the Court is effective

only if expressly agreed in writing by a duly authorized officer of the Court. Any waiver or failure to

enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other

provision or of such provision on any other occasion.

11.11 Force Majeure. Neither party shall be liable to the other for any delay in or failure of performance, nor

shall any such delay in or failure of performance constitute default, if such delay or failure is caused by a



24

force majeure. Force majeure, for purposes of this paragraph, is defined as follows: acts of war and acts

of god, such as earthquakes, floods, and other natural disasters, such that performance is impossible.

11.12 Follow-On Contracting. No person, firm, or subsidiary who has been awarded a Consulting Services

agreement may submit a bid for, nor be awarded an agreement for, the providing of services, procuring

goods or supplies, or any other related action that is required, suggested, or otherwise deemed

appropriate in the end product of this Agreement.

11.13 Severability. If any part of this Agreement is held unenforceable, all other parts remain enforceable.

11.14 Headings; Interpretation. All headings are for reference purposes only and do not affect the

interpretation of this Agreement. The word “including” means “including, without limitation.” Unless

specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days.

11.15 Time of the Essence. Time is of the essence in Contractor’s performance under this Agreement.

11.16 Counterparts. This Agreement may be executed in counterparts, each of which is considered an

original.



25

ATTACHMENT 3

PROPOSER’S ACCEPTANCE OF TERMS AND CONDITIONS

Instructions: Mark the appropriate choice below and sign this attachment.

1. Proposer accepts Attachment 2: Court Standard Terms and Conditions

(“Attachment 2”) without exception.

OR

2. Proposer proposes exceptions or changes to Attachment 2. Proposer must also

submit (i) a red-lined version of Attachment 2 that implements all proposed

changes, and (ii) a written explanation or rationale for each exception or proposed

change.

BY (Authorized Signature)

PRINTED NAME OF PERSON SIGNING

TITLE OF PERSON SIGNING



26

ATTACHMENT 4

GENERAL CERTIFICATIONS FORM

Check the box below, if agreed, and sign this attachment. Please note that the Court will reject a

proposal from a Proposer that does not indicate acceptance of these clauses.

Conflict of Interest. Proposer has no interest that would constitute a conflict of interest

under California Public Contract Code (PCC) sections 10365.5, 10410 or 10411;

Government Code sections 1090 et seq. or 87100 et seq.; or California Rules of Court,

rule 10.103 or 10.104, which restrict employees and former employees from contracting

with judicial branch entities.

Suspension or Debarment. Proposer certifies that neither Proposer nor any of

Proposer’s intended subcontractors is on the California Department of General Services’

list of firms and persons that have been suspended or debarred from contracting with the

state because of a violation of PCC 10115.10, regarding disabled veteran business

enterprises.

Tax Delinquency. Proposer certifies that it is not on either (i) the California Franchise

Tax Board’s list of 500 largest state income tax delinquencies, or (ii) the California Board

of Equalization’s list of 500 largest delinquent sales and use tax accounts.

Check box to indicate acceptance of the clauses above.

BY (Authorized Signature)

PRINTED NAME OF PERSON SIGNING

TITLE OF PERSON SIGNING



27

ATTACHMENT 5

DARFUR CONTRACTING ACT CERTIFICATION

Pursuant to Public Contract Code (PCC) section 10478, if a bidder currently or within the previous three

years has had business activities or other operations outside of the United States, it must either (i) certify

that it is not a “scrutinized company” as defined in PCC 10476, or (ii) receive written permission from the

Court to submit a bid.

To submit a bid to the Court, the bidder must insert its company name and Federal ID Number below and

complete ONLY ONE of the following three paragraphs. To complete paragraph 1 or 2, simply check

the corresponding box. To complete paragraph 3, check the corresponding box and complete the

certification for paragraph 3.

Company Name (Printed) Federal ID Number

Printed Name and Title of Person Checking Box (for paragraph 1 or 2 below)

1. We do not currently have, and we have not had within the previous three years, business

activities or other operations outside of the United States.

OR

2. We are a “scrutinized company” as defined in PCC 10476, but we have received written

permission from the Court to submit a bid pursuant to PCC 10477(b). A copy of the

written permission from the Court is included with our bid.

OR

3. We currently have, or we have had within the previous three years, business activities or

other operations outside of the United States, but we certify below that we are not a

“scrutinized company” as defined in PCC 10476.

CERTIFICATION FOR PARAGRAPH 3:

I, the official named below, CERTIFY UNDER PENALTY OF PERJURY, that I am duly authorized to

legally bind the bidder to the clause in paragraph 3. This certification is made under the laws of the State

of California.

Company Name (Printed) Federal ID Number

By (Authorized Signature)

Printed Name and Title of Person Signing

Date Executed Executed in the County of _________ in the State of

____________



28

ATTACHMENT 6

PAYEE DATA RECORD (in lieu of IRS W-9) Required in lieu of IRS W-9 form when receiving payments from

the Judicial Council of California (JCC) on behalf of the Superior Courts of California

1

Instructions

See page two for additional instructional information and Privacy Statement. Complete all information on this form, sign, date, and return

the form. Prompt return of this fully completed form will prevent delays when processing payments. Information provided in this form will

be used to prepare Information Returns (1099). If this form was provided to you by one of the Superior Courts of California, return the form to the court. If this form was provided to you by the Judicial Council of California, submit the completed form to

[email protected] or mail the form to the following address:

Judicial Council of California Trial Court Administrative Services - Vendor Maintenance Unit

P.O. Box 981268

West Sacramento, CA 95798

SECTIONS 2 THRU 5 TO BE COMPLETED BY VENDOR

2

Legal

Name

PAYEE'S LEGAL NAME - AS SHOWN ON FEDERAL INCOME TAX RETURN

BUSINESS NAME - IF DIFFERENT FROM ABOVE

E-MAIL ADDRESS

REMITTANCE MAILING ADDRESS

BUSINESS ADDRESS (if different from remittance mailing address)

CITY, STATE, ZIP CODE

,

CITY, STATE, ZIP CODE

,

PHONE NUMBER

FACSIMILE NUMBER

3

Payee

Entity

Type

Complete

One Box

Only

NOTE

A taxpayer

identification number

is required

ENTER FEDERAL EMPLOYER IDENTIFICATION NUMBER (FEIN) -

PARTNERSHIP CORPORATION EXEMPT (NON-PROFIT)

LIMITED LIABILITY COMPANY CORPORATION – LEGAL GOVERNMENT

CORPORATION – MEDICAL OTHER – ESTATE OR TRUST ____________________________________________________________________________________________________________________________

INDIVIDUAL/SOLE PROPRIETOR

ENTER SOCIAL SECURITY NUMBER (SSN) - -

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN; however, the IRS prefers that you use your SSN. An

employee vendor is not required to provide a SSN.

4

Resident

Status check the appropriate

box

California Resident - Qualified to do business in California or maintains place of business

California Nonresident (see reverse side) - Payments to non-resident for services may be subject to State Income Tax withholding.

No services performed in California

Copy of Franchise Tax Board waiver of State Withholding attached

5

Certification NOTE

See instructions on

page 2

Vendor

Contact

Information

and

signature

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be

issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been

notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report

all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person, as defined by the IRS.

I hereby certify under the penalty of perjury that the information provided on this document is true and correct.

Should my information change, I will promptly notify the JCC at the address listed in Section 1. VENDOR REPRESENTATIVE'S NAME (Type or Print)

TITLE

E-MAIL

AUTHORIZED VENDOR SIGNATURE

DATE

TELEPHONE

SECTION 6 TO BE COMPLETED BY COURT

6 Please choose from the JCC Vendor category below to help us expedite payment

mailto:[email protected]



29

Vendor

Category

Court

Contact

ARBITRATOR VOLUNTEER OTHER (description required)

CONTRACTOR GRAND JURY RENT SETTLEMENTS/AWARDS

COURT APPT. COUNSEL INTEREST PAYMENTS ONLY DECEASED FINAL PAYMENT

COURT REPORTER COURT INTERPRETER: (indicate language)

EMPLOYEE MEDIATOR GARNISHMENT TRUSTEE PAYMENT TERMS

COURT CONTACT NAME

PHONE NUMBER

EMAIL

FOR JCC USE ONLY (Form updated 08/26/2014) Assigned Vendor Number

Assigned By:



30

Requirement to Complete Payee Data Record A completed Payee Data Record (in lieu of the IRS W-9) is required for payments and will be kept on file at the Judicial Council of California,

Trial Court Administrative Services Office. Since each state agency with which you do business must have a separate Payee Data Record on file,

it is possible for a payee to receive a similar form from various state agencies.

SECTIONS 2 THRU 5 TO BE FILLED OUT BY VENDOR

2

Enter the payee’s legal name. Sole proprietorships must also include the owner’s full name.

An individual must list his/her legal name as it appears on his/her Federal Income tax return. If a different name is

used, that name should also be entered, beneath the legal name.

The mailing address should be the address at which the payee chooses to receive correspondence. The business address

is the physical location of business, if different than mailing address. The phone number, e-mail address, and facsimile

number should also be provided.

3

Check the box that corresponds to the payee business type. Check only one box. Corporations must check the box that

identifies the type of corporation.

The State of California requires that all parties entering into business transactions that may lead to payment(s) from the

State provide their Taxpayer Identification Number (TIN). The TIN is required by the California Revenue and

Taxation Code Section 18646 to facilitate tax compliance enforcement activities and the preparation of Form 1099 and

other information returns as required by the Internal Revenue Code Section 6109(a).

The TIN for individuals is their Social Security Number (SSN). A sole proprietor may have both a Federal Employer

Identification Number (FEIN) and a SSN, the IRS prefers that sole proprietors user their SSN. Only partnerships,

estates, trusts, and corporations will enter their FEIN.

4

Are you a California resident or non-resident?

A corporation will be defined as a “resident” if it has a permanent place of business in California or is qualified

through the Secretary of State to do business in California.

A partnership is considered a resident partnership if it has a permanent place of business in California.

An estate is a resident if the decedent was a California resident at the time of death.

A trust is a resident if at least one trustee is a California resident.

For individuals and sole proprietors, the term “resident” includes every individual who is in California for other than

a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or

transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or

indefinite period will be considered a resident. However, an individual who comes to perform a particular contract

of short duration will be considered a non-resident.

Payments to all non-residents may be subject to withholding. Non-resident payees performing services in California

or receiving rent, lease, or royalty payments from property (real or personal) located in California will have 7% of

their total payments withheld for State income taxes. However, no withholding is required if total payments to the

payee are $1,500 or less for the calendar year.

For information on Non-resident Withholding, contact the Franchise Tax Board at the numbers listed below:

Withholding Services and Compliance Section: 1-888-792-4900 E-mail address: [email protected]

For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov

5

This form must be signed. Provide the name, title, e-mail, and telephone number of the individual completing this

form. Also, provide the date the form was completed.

Certification Instructions: You must cross out item 2 if you have been notified by the IRS that you are currently

subject to backup withholding because you have failed to report all interest and dividends on your tax return. If you are

not a U.S. Citizen or U.S. person, as defined by the Internal Revenue Service, a different form may be required and tax

withholdings may apply. See IRS website http://www.irs.gov/businesses/international/index.html for additional

information.

SECTION 6 TO BE FILLED OUT BY COURT

6

Please check the box that best describes the type of business/work the vendor provides. This will assist us in

processing payment and tax withholdings. If the court is sending the request, please include contact information to

assist with processing your request. Not including court contact information may delay processing the request.

Privacy Statement: Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, State, or local governmental

agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is

mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it.

mailto:[email protected]

http://www.ftb.ca.gov/

http://www.irs.gov/businesses/international/index.html



31

It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is

subject to federal backup withholding and State law imposes non-compliance penalties of up to $20,000.

You have the right to access records containing your personal information, such as your SSN. To exercise the right, please contact the

business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.



32

ATTACHMENT 7

BIDDER DECLARATION

Complete this form only if Bidder wishes to claim the DVBE incentive associated with this solicitation.

Please review the “Bidder Declaration Instructions” prior to completing this form. If Bidder submits

incomplete or inaccurate information, it will not receive the DVBE incentive.

SECTION I. COMPLETE IF BIDDER IS A DVBE

If Bidder is not a DVBE, skip this section.

1. DGS Supplier ID number: _______________

2. DVBE Certification active from ___________ to ___________

3. Will Bidder subcontract any portion of the contract work to subcontractors? ______

If yes:

A. State the percentage of the contract work Bidder will subcontract: _______

B. Describe the goods and/or services to be provided by Bidder itself in connection with

the contract: ______________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

C. Explain how Bidder is performing a “commercially useful function” for purposes of

this contract. (Please see the instructions for the definition of “commercially useful

function.”) ___________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

______________________________________________________________

4. The disabled veteran owners and managers of Bidder must complete and sign the DVBE

Declaration (a separate document). Bidder must submit the completed DVBE Declaration along

with this Bidder Declaration.

5. Bidder must submit a copy of its DVBE certification approval letter along with this Bidder

Declaration.

SECTION II. COMPLETE IF BIDDER HAS A DVBE BUSINESS UTILIZATION PLAN

Skip this section if (i) Bidder does not have an approved DVBE Business Utilization Plan (BUP) on file

with DGS, or (ii) this solicitation is for non-IT services.

1. Date BUP was approved by DGS: ____________

2. Date through which BUP is valid: ____________

3. Bidder must submit a copy of its “Notice of Approved DVBE Business Utilization Plan” issued

by DGS along with this Bidder Declaration.

SECTION III. COMPLETE IF BIDDER WILL USE DVBE SUBCONTRACTORS

Enter the total number of DVBE subcontractors (DVBE Subcontractors) that Bidder will use for this

contract: _______



33

If the total number of DVBE Subcontractors Bidder will use is zero, skip this section.

Provide the following information or materials for each DVBE Subcontractor that Bidder will use for this

contract. Attach additional sheets if necessary.

1. DVBE Subcontractor name: _______________

2. DVBE Subcontractor contact person: _______________

3. DVBE Subcontractor address: _______________

4. DVBE Subcontractor phone number: _______________

5. DVBE Subcontractor email: _______________

6. DVBE Subcontractor’s DGS Supplier ID number: _______________

7. DVBE Subcontractor DVBE Certification active from ___________ to ___________.

8. Bidder must submit a copy of the DVBE Subcontractor’s DVBE certification approval letter

along with this Bidder Declaration.

9. Describe the goods and/or services to be provided by the DVBE Subcontractor in connection with

the contract:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

10. Explain how the DVBE Subcontractor is performing a “commercially useful function” for

purposes of this contract. (Please see the instructions for the definition of “commercially useful

function.”)

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

11. Enter the percentage of the total bid price for the goods and/or services to be provided by the

DVBE Subcontractor: _________%

12. Provide written confirmation from the DVBE Subcontractor that it will provide the goods and/or

services identified above if Bidder is awarded the contract.

13. The disabled veteran owners and managers of the DVBE Subcontractor must complete and sign

the DVBE Declaration (a separate document). Bidder must submit the completed DVBE

Declaration along with this Bidder Declaration.

SECTION IV. CERTIFICATION

I, the official named below, certify that the information provided in this form is true and correct. I am

duly authorized to legally bind Bidder to this certification. This certification is made under the laws of the

State of California.

Company Name (Printed) Tax ID Number

Address Telephone Number

By (Authorized Signature)

Printed Name and Title of Person Signing

Date Executed Executed in the County of _________ in the State of

____________



34

BIDDER DECLARATION INSTRUCTIONS

General Instructions

In this form, (i) “DGS” refers to the Department of General Services; (ii) “Bidder” refers to a person or entity that

submits a response to a competitive solicitation issued by the Court, including both IFBs and RFPs; and (iii) “bid”

refers to a response to a competitive solicitation issued by the Court, including both IFBs and RFPs. Pursuant to

Military and Veterans Code section 999, a person or an entity is deemed to perform a “commercially useful

function” if a person or entity does all of the following: (a) is responsible for the execution of a distinct element of

the work of the contract; (b) carries out the obligation by actually performing, managing, or supervising the work

involved; (c) performs work that is normal for its business services and functions; (d) is responsible, with respect to

products, inventories, materials, and supplies required for the contract, for negotiating price, determining quality and

quantity, ordering, installing, if applicable, and making payment; and (e) is not further subcontracting a portion of

the work that is greater than that expected to be subcontracted by normal industry practices. Note: a person or entity

will not be considered to perform a “commercially useful function” if its role is limited to that of an extra participant

in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DVBE

participation.

If Bidder wishes to claim the DVBE incentive in a solicitation where a DVBE incentive is offered, it must complete

the Bidder Declaration. If no DVBE incentive is offered, or Bidder does not wish to claim the DVBE incentive,

Bidder should not complete the Bidder Declaration.

The Court will determine whether Bidder is eligible to receive the DVBE incentive based on information provided

in the Bidder Declaration. The Court may, but is not obligated to, verify or seek clarification of any information set

forth in the Bidder Declaration. If Bidder submits incomplete or inaccurate information, it will not receive the

DVBE incentive.

Instructions for Section I

Skip this section if Bidder is not itself a DVBE.

1. Provide Bidder’s DGS Supplier ID number. This number is in Bidder’s DGS Supplier Profile, accessible at

www.bidsync.com/DPXBisCASB.

2. Provide the applicable dates. These dates are listed in Bidder’s DGS Supplier Profile, accessible at

www.bidsync.com/DPXBisCASB.

3. If Bidder will subcontract any portion of the contract work, answer “yes” and complete subparts A-C. If

Bidder will not subcontract any portion of the contract work, answer “no” and skip subparts A-C.

Subpart A: This percentage is equal to the amount to be paid by Bidder to all subcontractors divided by

Bidder’s total bid price, multiplied by 100. Enter a percentage; do not enter a dollar amount. For example,

if the amount to be paid by Bidder to subcontractors is $35,000 and Bidder’s total bid price is $125,000,

enter “28%” (35,000 ÷ 125,000 = 0.28; 0.28 x 100 = 28).

Subpart B: Provide a detailed description of the goods and/or services the Bidder itself will provide for the

contract. In other words, provide a detailed description of the goods and/or services that will not be

subcontracted. Attach additional sheets if necessary.

Subpart C: Provide an explanation of how the Bidder’s goods and/or services constitute a “commercially

useful function” for purposes of the contract. Attach additional sheets if necessary.

4. The DVBE Declaration is separate from the Bidder Declaration. Bidder must submit along with the Bidder

Declaration a DVBE Declaration completed and signed by the disabled veteran owners and managers of

Bidder.

5. Each entity certified as a DVBE by DGS will have received a DVBE certification approval letter. Bidder

must submit a copy of its DVBE certification approval letter.



35

Instructions for Section II

Skip this section if (i) Bidder does not have an approved Business Utilization Plan (BUP) on file with DGS, or (ii)

this solicitation is for non-IT services.

1. Provide the date on which DGS approved Bidder’s BUP.

2. Provide the date through which the BUP is valid.

3. Bidder must provide a copy of its “Notice of Approved DVBE Business Utilization Plan” issued by DGS.

This copy must be provided along with the Bidder Declaration.

Instructions for Section III

A DVBE Subcontractor is any certified DVBE (whether a person, firm, corporation, or organization) contracting to

perform part of Bidder’s contract.

Enter the total number of DVBE Subcontractors that Bidder will use for the contract. If the number is zero, skip to

Section IV. Otherwise, provide complete information (items 1-13 of Section III) for each DVBE Subcontractor.

1. Provide the full legal name of the DVBE Subcontractor.

2. Provide the name of a contact person at the DVBE Subcontractor. The contact person must be able to

verify the information provided in the Bidder Declaration regarding that DVBE Subcontractor.

3. Provide the full address of the DVBE Subcontractor.

4. Provide the DVBE Subcontractor’s phone number, including area code.

5. Provide the DVBE Subcontractor’s email address. If the DVBE Subcontractor does not have an email

address, insert “N/A.”

6. Provide the DVBE Subcontractor’s DGS Supplier ID number. This number is in the DVBE

Subcontractor’s DGS Supplier Profile, accessible at www.bidsync.com/DPXBisCASB.

7. Provide the applicable dates. These dates are in the DVBE Subcontractor’s DGS Supplier Profile,

accessible at www.bidsync.com/DPXBisCASB.

8. Each entity certified as a DVBE by DGS will have received a DVBE certification approval letter. Bidder

must submit a copy of the DVBE Subcontractor’s DVBE certification approval letter.

9. Provide a detailed description of the goods and/or services the DVBE Subcontractor will provide for the

contract. Attach additional sheets if necessary.

10. Provide an explanation of how the DVBE Subcontractor’s goods and/or services constitute a

“commercially useful function” for purposes of the contract. Attach additional sheets if necessary.

11. This percentage is equal to the amount to be paid by Bidder to the DVBE Subcontractor divided by

Bidder’s total bid price, multiplied by 100. Enter a percentage; do not enter a dollar amount. For example,

if the amount to be paid by Bidder to the DVBE Subcontractor is $6,600 and Bidder’s total bid price is

$75,000, enter “8.8%” (6600 ÷ 75000 = 0.088; 0.088 x 100 = 8.8).

12. Bidder must submit a written confirmation from the DVBE Subcontractor indicating that, if Bidder is

awarded the contract, the DVBE Subcontractor will provide the required goods and/or services.

13. The DVBE Declaration is a separate form from the Bidder Declaration. Bidder must submit along with the

Bidder Declaration a DVBE Declaration completed and signed by the disabled veteran owners and

managers of the DVBE Subcontractor.

Instructions for Section IV

Provide Bidder’s full legal name, tax ID number, address, and telephone number in the appropriate boxes. The

certification must be signed by an authorized Bidder representative in the box labeled “By (Authorized Signature).”

Provide the name and title of the authorized Bidder representative, and the date, county and state where that person

signed the certification, in the appropriate boxes.



36

ATTACHMENT 8

DVBE DECLARATION

SECTION 1. MUST BE COMPLETED BY ALL DVBEs

Disabled Veteran Business Enterprise (DVBE) name: ________________

DGS Supplier ID number: _______________

SECTION 2. MUST BE COMPLETED BY ALL DVBEs

Check only one box in Section 2 and provide original signatures of all disabled veteran (DV) owners and

managers of the DVBE.

I (we) declare that the DVBE is not a broker or agent, as defined in Military and Veterans Code

(MVC) section 999.2(b), of the goods and/or services provided by the DVBE in connection with

the solicitation identified above.

Pursuant to MVC 999.2(f), I (we) declare that the DVBE is a broker or agent for the following

principal. (attach additional sheets if more than one principal)

Principal Name: _________________________ Principal Phone: ________________

Principal Address: _______________________________________________________

Disabled veteran owners and managers of the DVBE: (attach additional sheets if necessary)

Printed Name of DV owner/manager Date signed

Signature of DV owner/manager







37

SECTION 3. MUST BE COMPLETED BY DVBEs THAT PROVIDE RENTAL

EQUIPMENT AND ARE NOT BROKERS/AGENTS

Skip this section if (i) the DVBE is not providing rental equipment or (ii) the DVBE indicated in Section 2

that it is a broker or agent.

Check applicable boxes below 3 and provide original signatures of all DV owners and managers of the

DVBE.

Pursuant to MVC 999.2 (c), (d) and (g), I am (we are) the DV(s) with at least 51% ownership of

the DVBE, or DV manager(s) of the DVBE. The DVBE maintains certification requirements in

accordance with MVC 999 et seq.

The undersigned owner(s) own(s) at least 51% of the quantity and value of each piece of

equipment that will be rented in connection with this solicitation. I (we), the DV owner(s) of the

equipment, have submitted to DGS my (our) personal federal tax return(s) at time of certification

and annually thereafter as defined in MVC 999.2 (c) and (g).

Disabled veteran owners of the DVBE: (attach additional sheets if necessary)

Printed Name of DV owner Tax ID Number of DV owner

Address of DV owner DV owner Telephone Number

Signature of DV owner Date signed

Printed Name of DV owner Tax ID Number of DV owner

Address of DV owner Telephone # of DV owner

Signature of DV owner Date signed

Disabled veteran managers of the DVBE: (attach additional sheets if necessary)

Printed Name of DV manager Date signed

Signature of DV manager

Printed Name of DV manager Date signed

Signature of DV manager



38

DVBE DECLARATION INSTRUCTIONS

General Instructions

In this form, (i) “DGS” refers to the Department of General Services; (ii) “Bidder” refers to a person or entity that

submits a response to a competitive solicitation issued by the Court, including both IFBs and RFPs; and (iii) “bid”

refers to a response to a competitive solicitation issued by the Court, including both IFBs and RFPs.

If Bidder wishes to claim the DVBE incentive in a solicitation where a DVBE incentive is offered, it must submit a

DVBE Declaration completed by each DVBE that will provide goods and/or services in connection with its bid. If

Bidder is itself a DVBE, it must complete the DVBE Declaration itself. If Bidder will use one or more DVBE

subcontractors, each DVBE subcontractor must complete a DVBE Declaration.

If no DVBE incentive is offered, or Bidder does not wish to claim the DVBE incentive, Bidder should not submit a

DVBE Declaration. In addition, if Bidder wishes to claim the DVBE incentive using a DVBE Business Utilization

Plan (BUP) on file with DGS, Bidder should not submit a DVBE Declaration. Note that a BUP cannot be used to

qualify for the DVBE incentive in a non-IT services solicitation.

The Court will determine whether Bidder is eligible to receive the DVBE incentive based on information provided

in the DVBE Declaration. The Court may, but is not obligated to, verify or seek clarification of any information set

forth in the DVBE Declaration. If Bidder submits incomplete or inaccurate information, it will not receive the

DVBE incentive.

Instructions for Section 1

Provide the full legal name of the DVBE, and its DGS Supplier ID number. This number is in the DVBE’s DGS

Supplier Profile, accessible at www.bidsync.com/DPXBisCASB.


Check only one box. If the DVBE is not a broker or agent, check the first box. If the DVBE is a broker or agent,

check the second box and provide the name, address, and phone number of the principal for which the DVBE is an

agent or broker. Military and Veterans Code section 999.2(b) defines “broker” or “agent” as an individual or entity

that does not have title, possession, control, and risk of loss of materials, supplies, services, or equipment provided

to [a Court], unless one or more of the disabled veteran owners has at least 51-percent ownership of the quantity and

value of the materials, supplies, services, and of each piece of equipment provided under the contract.

All disabled veteran owners and managers of the DVBE must sign and date Section 2. If there are insufficient

signature blocks for all disabled veteran owners and managers to sign, attach additional sheets.


The DVBE must complete Section 3 only if both of the following are true (i) the DVBE will provide rental equipment

in connection with the contract, and (ii) the DVBE checked the first box in Section 2, indicating that it is not a

broker or agent.

If (i) the DVBE will not provide rental equipment in connection with the contract, or (ii) the DVBE checked the

second box in Section 2, indicating that it is a broker or agent, the DVBE should not check a box in Section 3 or

provide the signatures in Section 3.

Check each box in Section 3 if the corresponding statement is true.

All disabled veteran owners of the DVBE must sign and date Section 3, in the signature blocks designated for

disabled veteran owners. Each disabled veteran owner of the DVBE must also provide his or her tax ID number,

address, and telephone number in the signature block. If there are insufficient signature blocks for all disabled

veteran owners, attach additional sheets.



39

All disabled veteran managers of the DVBE must sign and date Section 3, in the signature blocks designated for

disabled veteran managers. If there are insufficient signature blocks for all disabled veteran managers, attach

additional sheets.

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